Legal Terms and Conditions

LEGAL INFORMATION

Copyright 2018 CloudHost. All rights reserved. All documents and information on any CloudHost website are protected by copyright. Except as specifically permitted herein, no portion of the documents or information on this website may be reproduced in any form or by any means without the express written consent of CloudHost.

LICENSE DISCLAIMER

Nothing on any CloudHost website shall be construed as conferring any license under any of CloudHost's or any third party's intellectual property rights, whether by estoppel, implication, or otherwise

CONTENT AND LIABILITY DISCLAIMER

CloudHost shall not be responsible for any errors or omissions contained on any CloudHost website, and reserves the right to make changes anytime without notice. Mention of non- CloudHost products or services is provided for informational purposes only and constitutes neither an endorsement nor a recommendation by CloudHost. All CloudHost and third-party information provided on any CloudHost website is provided on an "as is" basis.

CLOUDHOST DISCLAIMS ALL WARRANTIES, EXPRESSED OR IMPLIED, WITH REGARD TO ANY INFORMATION (INCLUDING ANY SOFTWARE, PRODUCTS, OR SERVICES) PROVIDED ON ANY CLOUDHOST WEBSITE, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

Some jurisdictions do not allow the exclusion of implied warranties, so the above exclusion may not apply to you.

In no event shall CloudHost be liable for any damages whatsoever, and in particular CloudHost shall not be liable for any direct, special, indirect, consequential, or incidental damages, or damages for lost profits, loss of revenue or loss of use, cost of replacement goods, loss or damage to data arising out of the use or inability to use any CloudHost website, any CloudHost product or service. This includes damages arising from use of or in reliance on the documents or information present on any CloudHost website (including any information posted or placed by anyone other than CloudHost), even if CloudHost has been advised of the possibility of such damages.

FEEDBACK INFORMATION

Any feedback information provided to CloudHost in connection with any CloudHost website shall be provided by the submitter and received by CloudHost on a non-confidential basis. Such information shall be considered non-confidential and property of CloudHost. By submitting any feedback information to CloudHost you agree to a no-charge assignment to CloudHost of all worldwide rights, title, and interest in copyrights and other intellectual property rights to the information. CloudHost shall be free to use such information on an unrestricted basis.

LINKS TO THIRD-PARTY SITES

CloudHost prohibits the use of the CloudHost logo as a "hot" link to any CloudHost website unless the establishment of such a link is approved by CloudHost. CloudHost websites may contain links to third-party sites. Access to any website linked to any CloudHost website is not the responsibility of CloudHost and CloudHost is not responsible for the accuracy, or reliability of any content on such websites. Further, the presence of a link to a third-party site does not mean that CloudHost endorses that site, its products, or views expressed there. CloudHost provides these links merely for convenience and the presence of such third-party links are not an endorsement or recommendation by CloudHost.

EMPLOYEE BLOG AND SOCIAL MEDIA DISCLAIMER

The opinions and interests expressed on CloudHost employee blogs and/or social media are the employees' own, and do not necessarily represent, CloudHost's positions, strategies or views. CloudHost makes no representation or warranties about employee blogs and social media accounts, including the accuracy or reliability thereof. When you access employee blogs and social media accounts, even though they may contain the CloudHost logo and content regarding CloudHost products and services, such media are independent of CloudHost. CloudHost does not control their content or operation. In addition, a link to a blog or social media account by CloudHost does not mean that CloudHost endorses that blog/account or has responsibility for its content or use.

COPYRIGHT POLICY/DIGITAL MILLENNIUM COPYRIGHT ACT

You may not post, modify, distribute, or reproduce in any way copyrighted or other proprietary materials without obtaining the prior written consent of the copyright owner of such materials. CloudHost may terminate an account, deny access to a site or service, or terminate any user who is alleged to have infringed the copyright or proprietary rights of another.

Without limiting the foregoing, if you believe that your copyright or other rights have been infringed, please provide our Designated Agent written notice with the following information:

• An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other interest
• A description of the copyrighted work or other work that you claim has been infringed
• A description of where the material that you claim is infringing is located on our sites, networks or other repositories
• Your address, telephone number, and email address
• A written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law
• A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf

Our Designated Agent for notice of claims of copyright infringement can be reached as follows:

CloudHost Technology

Attn: IP Legal Department - Copyrights
508 Damac Business Tower, Al Abraj Street, Business Bay, Dubai 30125
Email:legal@cloudhostintl.com

If the disputed materials were posted by a third party identifiable through reasonable efforts, we will provide reasonable notice to the third party of the charge. If the third party responds with a valid counter-notification, we will provide you with a copy so that you may take any other steps you may consider appropriate.

GOVERNING LAW AND JURISDICTION

This CloudHost website is controlled by CloudHost from its offices in Dubai in the United Arab Emirates. All matters relating to your access to, or use of any CloudHost website shall be governed by UAE law or the laws of the Dubai Courts. Any legal action or proceeding relating to your access to or use of any CloudHost website shall be instituted in Dubai Courts. You and CloudHost agree to submit to the jurisdiction of, and agree that venue is proper in these courts.

You may not access, download, use, or export information (including any software, products or services) contained on this CloudHost website in violation of any applicable laws or regulations.

Service Data Privacy Statement

Last updated in May 2019.

This Privacy Statement is intended to supplement and clarify the CloudHost Privacy Policy with regard to Personal Data processed on behalf of our Customers during provision of the Services. This Service Data Privacy Statement (“Privacy Statement”) is incorporated by reference in your Master Service Agreement (“MSA”). Your use of Services under the MSA is subject to the Privacy Statement. Unless otherwise defined in the Privacy Statement, capitalized terms have the meaning given in the MSA.

• Definitions
• Scope of this Privacy Statement
• Data we Process
• Purposes of Processing
• How we Protect Data
• Transparency and Cooperation with Customers
• Sharing and Disclosures
• Location of Service Data
• Data Retention
• Data Subject Rights
• Changes to this Statement
• How to Contact CloudHost

1. Definitions

“Customer” means a legal entity with whom CloudHost has an agreement to provide the Services. For clarity, a Customer may be a Controller or a Processor of Personal Data. Where a Customer is a Processor of Personal Data, CloudHost shall process Personal Data as sub- processor on behalf of the Controller. Instructions from the Controller regarding the processing Personal Data shall be given through the Processor.

“Controller” means the natural or legal person, public authority, agency or other body which, alone or jointly with others, determines the purposes and means of the processing of personal data.

“Personal Data” means any information relating to an identified or identifiable natural person (“Data Subject”).

“Processing/To Process/Processed” means any operation or set of operations which is performed upon Personal Data, whether or not by automatic means, such as collection, recording, organization, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, blocking, erasure or destruction.

“Processor” means a natural or legal person, public authority, agency or other body which Processes Personal Data on behalf of the Controller.

“Service Data” means all data provided to CloudHost, placed on CloudHost’s servers, or used, posted, stored or otherwise transferred or transmitted in connection with the Services, including text, sound, video or image file, material, product, content, IP address and similar address, recording, message, software, Account Information, account-related setting, and which may include, without limitation, Personal Data.

“Third Party” means a natural or legal person, public authority, agency or body other than the data subject, controller, processor and persons who, under the direct authority of the Controller or Processor, are authorized to process Personal Data.

2. Scope of this Privacy Statement

WThis Privacy Statement governs our security and privacy practices in connection with your access to and use of CloudHost Services. This Privacy Statement does not apply to our security and privacy practices in connection with your access to and use of CloudHost’s website (www.CloudHostintl.com). These security and privacy practices are detailed in and governed by CloudHost Privacy Policy.

Customers of our Services are solely responsible for establishing policies for and ensuring compliance with all applicable laws and regulations, as well as any and all privacy policies, agreements or other obligations, relating to the collection of personal data in connection with the use of our Services by Data Subjects with whom our Customers interact. If you are an individual who interacts with a Customer using our Services, then you will be directed to contact our Customer for assistance with any requests or questions relating to your personal data.

We collect information under the direction of our Customers, and have no direct relationship with individuals whose personal data we process in connection with our Customers’ use of our Services. If you are an individual who interacts with a Customer using our Services (such as an employee of one of our Customers) and would either like to amend your contact information or no longer wish to be contacted by CloudHost, please contact the Customer that you interact with directly.

3. Data we Process

CloudHost may Process Personal Data about Data Subject for the purposes of account creation, billing, usage tracking, and on behalf Customer to provide the Services. Data that is not related to an identified or identifiable natural person, including aggregated or de-identified data, is not Personal Data and is not addressed by this document.

Types of Personal Data

Account Information

We may collect first and last name, email address, postal address, phone number and other similar contact data about Customer’s authorized employees, consultant or independent contractors.

Payment Data

We collect data necessary to process your payment if you make purchases, such as your payment instrument number (such as a credit card number), and the security code associated with your payment instrument.

Credentials

We collect passwords, password hints and similar security information used for authentication and account access.

Meta Data

CloudHost servers automatically record some information when Services are used, including information sent by browsers or mobile apps. CloudHost may collect information about the devices Services are being used on, including what type of device it is, operating systems, device settings, application IDs, unique device identifiers, and crash data.

Cookies and other Tracking Technologies

Whenever a Customer or any Account Users interact with the Portal, CloudHost automatically receives and records information from the browser, which may include IP address, “cookie” information, the type of browser and device being used to access the Portal, screen resolution and browser language. “Cookies” are identifiers CloudHost transfers to the browser or device of the Account User that allow CloudHost to recognize the Account User and their browser or device along with how our Portal is being utilized. When CloudHost collects this information, CloudHost only uses this data in aggregate form, and not in a manner that would identify the Account User personally. For example, this aggregate data can tell CloudHost how often users use a particular feature of the Portal, and CloudHost can use that knowledge to improve the Services. We also use an application session recording solution to record the Account Users’ use of the Portal and we may link such recordings to the Account User and the Customer Account to optimize our support services and better resolve technical problems. Such recordings are only used to provide technical support services under the Agreement.

Call Recording

CloudHost monitors and records calls to or from CloudHost regarding the Services, including Technical Support and account managers, for training, support, and quality control purposes.

Content

We process content of Customer’s files and communications when necessary to provide the Services. For example, if you receive an email using Hosted Exchange, we need to collect the content of that email to deliver it to your inbox, display it to you, enable you to reply to it and store it for you until you choose to delete it. Other data we collect to provide Services to Customer include the following:

• subject line and body of an email,
• text or other content of an instant message,
• audio and video recording of a video or audio message,
• audio recording and transcript of a voice message you receive or a text message you dictate, and
• Text or other content of a file or data Customer places on CloudHost’s servers, or uses, posts, stores or otherwise transfers or transmits in connection with the Services.
• subject line and body of an email,

Text or other content of a file or data Customer places on CloudHost’s servers, or uses, posts, stores or otherwise transfers or transmits in connection with the Services.

Voluntary Customer Surveys

We may periodically conduct both business and individual customer surveys. We encourage our Customers to participate in these surveys because they provide us with important information that helps us to improve the types of services we offer and how we provide them to you. Personal Data and responses submitted through these surveys will remain strictly confidential, even if the survey is conducted by a third party. Participation in our customer surveys is voluntary. We take the information we receive from individuals responding to our customer surveys and combine (or aggregate) it with the responses of other customers to create broader, generic responses to the survey questions (such as gender, age, residence, hobbies, education, employment, industry sector, or other demographic information). We then use the aggregated information to improve the quality of our Services to you, and to develop new services and products. This data can be share on an aggregate and anonymous basis with third parties.

4. Purposes for Processing

CloudHost processes the Personal Data outlined above for the following purposes:

• To operate our business;
• To provide and enhance our Services;
• To respond to Customer requests for support or assistance; and - To send communications, including promotional communications.

This policy is not intended to place any limits on what we do with data that is aggregated and/or de-identified. It is no longer associated with an identifiable user or Customer of the Services and is therefore not Personal Data.

5. How we Protect Data

With regard to the Services and Service Data, CloudHost acts as a Processor on behalf of Customers. Customers have primary responsibility for interacting with Data Subjects, and the role of CloudHost is generally limited to assisting Customers as needed. CloudHost processes Service Data only upon a Customer’s instruction and shall have a duty to respect the security and confidentiality of Personal Data, pursuant to the measures outlined in agreements with Customers and as required by applicable law.

Information Security

CloudHost takes security seriously. We take various steps to protect Customer’s Service Data from loss, misuse, and unauthorized access or disclosure. These steps take into account the sensitivity of the Service Data, and the current state of technology.

In addition to maintaining security, the information security team also monitors known incidents and patches as well as results from vulnerability assessments; it makes changes to policies and procedures as needed following an approval process. Such changes can include the reassessment of risk, changes to incident response plans, and the verification of responsibilities for authorizing and monitoring accesses. Changes are reviewed and communicated during weekly change maintenance meetings or through system alerts. CloudHost implements and maintains a variety of technical and organizational security measures to protect Customer’s Service Data from loss, misuse, and unauthorized access or disclosure, including the following:

• Logical access controls to manage electronic access to data and system functionality based on authority levels and job functions (e.g., granting access on a need-to-know and least privilege basis, use of unique IDs and passwords for all users, periodic review and revoking/changing access promptly when employment terminates or changes in job functions occur).
• Password controls to manage and control password strength, expiration and usage including prohibiting users from sharing passwords and requiring that CloudHost’s passwords assigned to its employees: (i) be at least fourteen (14) characters in length, (ii) not be stored in readable format on CloudHost’s computer systems; (iii) must be changed every sixty (60) days; (iv) must have defined complexity; (v) may not be reused (password history); and (vi) newly issued passwords must be changed after first use.
• Password controls to manage and control password strength, expiration and usage including prohibiting users from sharing passwords and requiring that CloudHost’s passwords assigned to its employees: (i) be at least fourteen (14) characters in length, (ii) not be stored in readable format on CloudHost’s computer systems; (iii) must be changed every sixty (60) days; (iv) must have defined complexity; (v) may not be reused (password history); and (vi) newly issued passwords must be changed after first use.
• Targeting Cookies
• Operational procedures and controls to ensure technology and information systems are configured, monitored, and maintained according to prescribed internal and adopted industry standards.
• System logging procedures to proactively record user and system activity for routine review.
• Network security controls that provide for the use of enterprise firewalls and layered DMZ architectures, and Intrusion Detection Systems and other traffic and event correlation procedures to protect systems from intrusion and limit the scope of any successful attack.
• Vulnerability management and scheduled scanning procedures and technologies to identify, assess, mitigate and protect against security threats, viruses and other malicious code.
• Change management procedures to ensure all changes to CloudHost’s technology and information assets are properly tested, approved and monitored.
• Incident / problem management procedures to allow for the proper investigation, response, mitigation and notification of events related to CloudHost’s technology and information assets.
• Organizational management to ensure the proper development and maintenance of information security and technology policies, procedures and standards.
• Audit and assessment procedures for the purposes of monitoring and maintaining compliance with the organization’s policies and procedures and for reporting the condition of information security to senior management.

Personal Data Breach Notification

In the event that CloudHost becomes aware of any of Security Incidents involving Personal Data, CloudHost will promptly notify affected Customers to the extent such notification is permitted by applicable law. “Security Incidents” are defined as (1) the actual unauthorized access to or use of unencrypted Personal Data by an unaffiliated third party, or (2) loss, theft, or unauthorized disclosure or manipulation of unencrypted Personal Data that has the potential to cause harm to Customer’s systems, employees, information or the Customer’s brand name (i.e., potential breach).

Notification shall take the form of an email to the designated Customer Account Contact(s) and shall include at a minimum, (a) problem statement or description, (2) expected resolution time (if known), and (b) the name and phone number of the CloudHost representative that Customer may contact to obtain updates.

CloudHost agrees to keep Customer informed of progress and actions taken to resolve the Security Incident. Unless such disclosure or notification is mandated by law, Customer, in its sole discretion, will determine whether to provide explicit notification to Customer’s customers or employees concerning Security Incidents involving Personal Data. CloudHost reserves the right, in its sole discretion, to notify pertinent government authorities of such incidents, such as those involving criminal acts.

6. Transparency and Cooperation with Customers

CloudHost undertakes to be transparent regarding its Personal Data processing activities and to provide Customers with reasonable cooperation to help facilitate their respective data protection obligations regarding Personal Data.

Upon a Customer’s request, and subject to appropriate confidentiality obligations, CloudHost shall make available to the Customer (or such Customer’s independent, third-party auditor) information regarding CloudHost processing activities affecting Customer.

7. Sharing and Disclosure

This section discusses how CloudHost may share Personal Data with third-parties in the context of the Services.

Sub-processing by Third Parties

CloudHost may retain third party sub-processors, and depending on the location of the third- party sub-processor, processing of Personal Data by such sub-processors may involve transfers of Personal Data. Such third-party sub-processors shall process Personal Data only in accordance with the Customer’s instructions set forth in the Customer’s contract with CloudHost.

Such third-party sub-processors have entered into written agreements with CloudHost in accordance with the applicable requirements. CloudHost maintains an up-to-date list of the names and locations of all third-party sub-processors engaged in processing Personal Data, including a description of their processing activities, which is available upon request by contacting privacy@Cloudhostintl.com.

Compliance with Laws

CloudHost may share or disclose data to comply with legal or regulatory requirements and to respond to lawful requests, court orders and legal processes.

Enforcing Our Rights, Preventing Fraud, and Safety

CloudHost may share or disclose data to protect and defend the rights, property, or safety of us or third parties, including enforcing contracts or policies, or in connection with investigation and preventing fraud.

Changes to our Business Structure

CloudHost may share or disclose data if we engage in a merger, acquisition, bankruptcy, dissolution, reorganization, sale of some or all of CloudHost’s assets, financing, acquisition of all or a portion of our business, a similar transaction or proceeding, or steps in contemplation of such activities (e.g. due diligence).

8. Location of Data

The Service Data is hosted on CloudHost’s servers located in data centers in the United States and Canada. Default location is based on Customer location and can be modified by Customer once the Services are provisioned, subject to applicable fees.

9. Personal Data Retention

We will retain Personal Data for as long as Customer maintains an Account for our Services, or as needed to provide Customer with our Services, comply with our legal obligations, resolve disputes and enforce our agreements. If we have no ongoing legitimate business need to process or retain Personal Data, we will either delete or anonymize it, or, if this is not possible (for example, because your personal data has been stored in backup archives), then we will securely store y and isolate it from any further processing until deletion is possible.

10. Data Subject Rights

CloudHost acts as a data Processor on behalf of Customers. Customers have primary responsibility for interacting with Data Subjects, and the role of CloudHost is generally limited to assisting Customers as needed.

Access, Correction, Amendment or Deletion Requests

CloudHost shall promptly notify a Customer if CloudHost receives a request from a Data Subject for access to, correction, amendment or deletion of that person’s Personal Data. CloudHost shall not respond to any such Data Subject request without the Customer’s prior written consent except to confirm that the request relates to that Customer.

CloudHost shall provide Customers with cooperation and assistance in a reasonable period of time and to the extent reasonably possible in relation to any request regarding Personal Data to the extent Customers do not have access to such Personal Data through their respective uses of the Services.

Customers may update or change their Account Information by editing their profile or organization record directly on the Portal.

If you are a Customer or otherwise provide us with personal data in connection with your use of our Services, we will delete this information upon your request, provided that, notwithstanding such request, this information may be retained for as long as you maintain an Account for our Services, or as needed to provide you with our Services, comply with our legal obligations, resolve disputes and enforce our agreements.

Regulatory Enquiries and Complaints

CloudHost shall, to the extent legally permitted, promptly notify a Customer if it receives an enquiry or complaint from a data protection authority in which that Customer is specifically named. Upon a Customer’s request, CloudHost shall provide the Customer with cooperation and assistance in relation to any regulatory inquiry or complaint involving CloudHost’s processing of Personal Data.

Legal Requests

In certain situations, CloudHost may be required to disclose Service Data in response to lawful requests by public authorities, to respond to subpoenas, court orders, or legal process, or to establish or exercise our legal rights or defend against legal claims. CloudHost may also share such information with relevant law enforcement agencies or public authorities if we believe same to be necessary in order to investigate, prevent, or take action regarding illegal activities, suspected fraud, situations involving potential threats to the physical safety of any person, violations of our Master Subscription Agreement, or as otherwise required by law.

11. Changes to this Statement

We may change this statement from time to time, and if we do we will post any changes on this page. If you continue to use the Services after those changes are in effect, you agree to the revised policy.

12. How to Contact CloudHost

Please feel free to contact us if you have any questions about CloudHost’s Privacy commitments or practices. You may contact us at t privacy@cloudhostintl.com or at our mailing address below:

CloudHost Technology

Attn: Compliance Manager

508 Damac Business Tower,

Al Abraj Street, Business Bay, Dubai 30125. UAE

Email: privacy@CloudHost.com

Generally

CloudHost Technology (" CloudHost ") has developed this Acceptable Use Policy ("AUP") with the goal of fostering the responsible use of CloudHost's infrastructure, networks, cloud- based offerings, systems, services, web sites, facilities and products (collectively, the "CloudHost Infrastructure and Services") by our customers and other users of the CloudHost Infrastructure and Services (collectively, "Users"), and to enable us to provide Users with secure and reliable services. By using the CloudHost Infrastructure and Services, Users consent to be bound by the terms of this AUP. CloudHost reserves the right to modify this AUP in its discretion at any time. Such modifications will be effective when posted and you are expected to check this page from time to time to take notice of any changes we make, as they are legally binding on you. Any use of the CloudHost Infrastructure and Services after such modification shall constitute acceptance of such modification.

www.CloudHost.com is a site operated by CloudHost Technology, a company incorporated in Dubai and whose principal office is located at 508 Damac Business Tower, Al Abraj Street, Business Bay, P O Box 30125 UAE.

Suspension, Termination

If CloudHost determines that any User has violated any element of this AUP, CloudHost may terminate or suspend its provision of the CloudHost Infrastructure and Services to that User. CloudHost will suspend service for violation of the AUP on the most limited basis as CloudHost determines is reasonably practical under the circumstances to address the underlying violation. CloudHost will attempt to notify User prior to suspending service for violation of the AUP (which may be via email or any other notification); provided, however, CloudHost may suspend service without notice if CloudHost becomes aware of a violation of any applicable law or regulation or activity, including but not limited to a violation of the AUP, that exposes CloudHost to criminal or civil liability or that exposes the CloudHost infrastructure, network or services or any third party property to harm. Such harm may include, but is not limited to, risk of having one or more IP addresses placed on blacklists. CloudHost may take such further action as CloudHost determines to be appropriate under the circumstances to eliminate or preclude repeat violations, and CloudHost shall not be liable for any damages of any nature suffered by any User or any third party resulting in whole or in part from CloudHost's exercise of its rights under this AUP, except that nothing in this AUP shall exclude or limit CloudHost's liability for death or personal injury caused by its negligence or any other liability that cannot be excluded or limited by law.

Prohibited Conduct

In General

The CloudHost Infrastructure and Services must be used in a manner that is consistent with the intended purpose of the CloudHost Infrastructure and Services and may be used only for lawful purposes. Users shall not use the CloudHost Infrastructure and Services in order to transmit, distribute or store content: (a) in violation of any applicable law or regulation, including export or encryption laws or regulations; (b) that may adversely affect the CloudHost Infrastructure and Services or other CloudHost customers; or (c) that may expose CloudHost to criminal or civil liability.

Inappropriate Content

Users shall not use the CloudHost Infrastructure and Services to transmit, distribute or store material that is inappropriate, as reasonably determined by CloudHost, or material that is obscene (including child pornography), defamatory, libelous, threatening, abusive, hateful, or excessively violent. Notwithstanding the foregoing or anything else to the contrary, no pornographic content of any kind may be stored (either permanently or temporarily), processed by or transmitted through any of CloudHost's cloud based services or any of CloudHost's cloud based infrastructure, including, without limitation, CloudHost's CloudCode platform.

Intellectual Property

Material accessible through or contained within the CloudHost Infrastructure and Services may be subject to protection under privacy, data protection or confidentiality laws and may contain intellectual property rights owned by CloudHost or third parties, including but not limited to, copyright, patents, trademarks, trade names, trade secrets or other proprietary information. Users shall not use the CloudHost Infrastructure and Services in any manner that would infringe, dilute, misappropriate, breach or otherwise violate any such rights or laws. Users are responsible for ensuring that all applications, software, programs, and content which are hosted though the CloudHost Infrastructure and Services are properly licensed from the applicable third parties to the extent required in the context of the applicable deployment. Users will indemnify in full, and keep fully indemnified on a continuing basis, CloudHost with respect to any claims by third parties brought against CloudHost based on an allegation that any such User failed to comply with its obligations under this paragraph.

Harmful Content

Users shall not use the CloudHost Infrastructure and Services to transmit, distribute or store material that may be harmful to or interfere with the CloudHost Infrastructure and Services or any third party's networks, systems, services, or web sites. Such prohibited harmful content includes, but is not limited to, viruses, worms, and Trojan horses.

Fraudulent/Misleading Content

Users shall not use the CloudHost Infrastructure and Services to transmit or distribute material containing fraudulent offers for goods or services, or any advertising or promotional materials that contain false, deceptive, or misleading statements, claims, or representations or which does not comply with any applicable advertising laws or codes of practice.

Collecting Information

Users shall not use the CloudHost Infrastructure and Services to store or collect, or attempt to store or collect, personal data relating to any third parties in violation of applicable law; Users shall comply at all times with applicable data protection legislation.

Email and Unsolicited Messages

Users shall not use the CloudHost Infrastructure and Services to transmit unsolicited e-mail messages, including, without limitation, unsolicited bulk email ("spam"). Further, Users are prohibited from using the service of another provider to send spam to promote a website hosted on or connected to the CloudHost Infrastructure and Services. In addition, Users shall not use the CloudHost Infrastructure and Services in order to send e-mail messages which are excessive and/or intended to harass or annoy others.

Other Improper Actions

Users shall not use the CloudHost Infrastructure and Services to conduct activities that may be harmful to or interfere with the CloudHost Infrastructure and Services or any third party's networks, systems, services, or Web sites, including, but not limited to, flooding, mail bombing, or denial of service attacks. Users are prohibited from violating or attempting to violate the security of the CloudHost Infrastructure and Services or the computers, accounts, or networks of another party. Users are also prohibited from any activity considered a precursor to attempted security violations, including, but not limited to, any form of scanning, probing, or other testing or information gathering activity. Inappropriate activity may result in civil or criminal liability. CloudHost may investigate such activity, and may involve and cooperate with law enforcement authorities in prosecuting Users involved in such activity.

Responsibility for Content

CloudHost takes no responsibility for any content created or accessible on or through the CloudHost Infrastructure and Services. CloudHost is not obligated to monitor such content. CloudHost will not exercise any editorial control over such content. In the event that CloudHost becomes aware that any such content may violate this AUP and/or expose CloudHost to civil or criminal liability, CloudHost reserves the right to block access to such material and suspend or terminate its provision of the CloudHost Infrastructure and Services to any User creating, storing or disseminating such material. CloudHost further reserves the right to cooperate with legal authorities and third parties in any investigation of alleged wrongdoing.

Responsibility for End Users

Where agreed in Customer's contract with CloudHost, Customers may extend access to the CloudHost Infrastructure and Services to their end users. Where this is done, it is the Customer's responsibility to ensure that all of its end users comply with this AUP.

Reporting Violations

CloudHost requests that any person who becomes aware of a violation of this AUP reports this information to CloudHost by email to legal@cloudhostintl.com . CloudHost may take any appropriate action as it reasonably deems fit in its sole discretion in respect of such violations.

Managed Services & Cloud

This CloudHost- Managed Services Agreement (" Cloudhost ") is made this day of 1 st /January / 2019 (“ The Cloudhost Effective Date ”) and superceeds all earlier Service Level agreements signed before this date between CloudHost Technology, a company incorporated under the laws of UAE having registered office at 508 Damac Business Tower, Business Bay, Dubai UAE 30125 (herein after referred as “CloudHost”) and, customers or partners (herein referred as “Customer”) availing cloud or managed services from the cloudhost platform. Collectively both referred to as “Parties” and individually as “Party”.

This Data Centre- Managed Services Agreement is applicable only to Service Order Forms for Data Centre- Managed Services which have been subscribed by Customer and accepted by CloudHost in accordance with, and subject to the terms of the General Terms and Conditions for Delivery of Services.

This CLOUDHOST includes certain schedules and attachments attached hereto or to be attached in the future (together the “Schedules”). Depending on the components chosen by Customer, as indicated in the Service Order Form (“SOF”), the Data Centre- Managed Services may consist of the following components;

1. Schedule - A : CloudScales

• Compute Services
• Storage Services

2. Schedule –B : DataLife Services

3. Schedule –C : CH Assist – Managed Services and Hosting Professional Support Services

4. Schedule - D : CH Network Services

5. Schedule - E : CloudAssure - Data Centre Security Services (DCS)

In addition to the terms set forth herein, use of each Service is subject to the additional terms set out in the relevant schedules attached herewith.

1. Definitions:

Terms used herein but not otherwise defined shall have the same meanings ascribed to them in the General Terms and Conditions for Delivery of Services.

• “Data Centre-Managed Services (CLOUDHOST) or Service” means, collectively the Data Centre – Managed Services Hosting platform (Compute / Storage / Security / Network / Professional Support Services), or independent services such as Professional Services, Security Services, as further described in Service Schedules.
• “Hosting Infrastructure” Hosting Infrastructure shall mean physical premises controlled by CloudHost, where IT systems, devices and components are installed covering stabilized power, cooling, network and space. Customer device uptime will not be the responsibility of CloudHost unless CloudHost provides the device and CloudHost has taken the specific responsibility of managing the same.
• "Service Window" - CloudHost will provide 24x7 support for the proposed engagement.
• “Schedules” means the forms so entitled attached hereto, containing the specific terms and conditions that apply to each Service element.
• “Users” means the persons authorized by the Customer to use the Service.
• “CH Assist – CloudHost Support Portal”: CloudHost is CloudHost’s service portal offering and will be a single point for information on customer’s infrastructure that is being managed. The portal offers 24x7x365 access to trouble ticket & change management systems, events, inventory and SLA performance reports.
• “Business Day” is any day other than Friday and Saturday, or Public Holiday on which commercial banks are generally open for business in UAE.
• “Content” means information made available, displayed, transmitted or stored.
• "Service Desk" means CloudHost’s Customer Support Center which will be operational 24x7x365 basis for the proposed engagement.
• “Customer Hardware” means the hardware owned by the Customer that is acceptable to CloudHost, and is supported by CloudHost as part of its service delivery.
• “Customer Software” means the software owned by the Customer that is acceptable to CloudHost, and is supported by CloudHost as part of its service delivery.
• “DNS or Domain Naming System” means the systems used on the Internet to translate URL / names of host computers into IP addresses or viceversa. Customer will provide CloudHost with a list of Internet Domains for routing. Customer will ensure that the Internet Domains are correctly registered by Customer with the appropriate Internet authorities and are properly assigned. CloudHost shall have no responsibility for Internet DNS resolution for the Internet Domains or for ensuring the correct configuration of the DNS records for message routing to and from the Internet.
• “Emergency Maintenance” means the repair or replacement of facility components or equipment requiring immediate attention because the functioning of a critical system is impaired or because health, safety or security of human life is endangered. The service unavailability during Emergency Maintenance will be excluded from the downtime calculations.
• "Fault" means a fault, failure or malfunction in the Proper Operational Condition of the Service.
• “Hardware” means server, switches and appliances deployed by CloudHost in providing the Service.
• “Software Licenses” means the software used by CloudHost for rendering the DC-VAS service. The term “Software” shall also include any updates, upgrades, bug-fixes or new versions of the Software delivered by CLOUDHOST hereunder. Software licenses may include Hypervisor Layer (Vmware, HyperV, others), Microsoft OS and other software, Linux OS, etc., including any necessary updates and upgrades thereto, to be used by Customer to use the Service. CloudHost will sub-license to the Customer the right to allow its Users to use such software for the applicable Term. Customer, at its sole expense, will provide Users with the Client workstations and make such sub-licensed Client software available for use by its Users.
• “Data Centre Network” means the portion of the CloudHost Data Centre network extending from the network egress point of customer CLOUDHOST server host to the outbound port of the Data Centre border router. The Internet access to the Customer via CloudHost’s IP backbone is further described in this Agreement.
• “Professional Support Service(s)” means any and all second-line labor or services provided by CloudHost to Customer in connection with this Agreement, including but not limited to, consultation, engineering, installation, removal, maintenance, training, and 24x7 technical support.
• “Operation Percentage / Operational Condition” means that the CLOUDHOST Service, including all CloudHost Hardware and Software, is functioning properly in accordance with the OEM’s specifications and parameters set forth in this Agreement. The Operational Percentage means the percentage of the total time during any given calendar month that the Services are not subject to a Service Outage.
• “Service Outage” An “Service Outage” means that the Service fails in accordance with Customer’s configuration selection and the parameters defined in respective schedules. Outage does not include service suspension (i) for reasons outside of CloudHost’s reasonable control or (ii) during times of maintenance. If a dispute arises about whether or not an Outage occurred, CloudHost shall make a determination in good faith based on its system logs, monitoring reports and configuration records. The “Outage Percentage” means the total duration of an Outage during a given month divided by the total time during such month.
• “Scheduled Outage or Scheduled Maintenance” is the time window during which CLOUDHOST Service may be temporarily interrupted for any or all services, for doing upgrades or maintenance or for any other mutually agreed upon reason or purpose; in order to prevent or remedy a defect which may affect Customer’s use or access to the Services. The service unavailability during Scheduled Outage or Scheduled Maintenance will be excluded from the downtime calculations. Scheduled Maintenance will be normally be carried out between 10 p.m. Saturday and 6:00 a.m. the following Sunday. CloudHost shall give Customer at least seven (7) days’ notice of any scheduled maintenance / outage event.
• "Severity Level 1" means the severity level of a Fault (System Unusable) which critically affects the use of CLOUDHOST Service to the extent that the servers are inaccessible. Service shall be deemed unavailable if a Fault of Severity Level 1 is reported or identified, whatever is earlier.
• “Severity Level 2” means the Service is degraded where Users can access the Service but experience significant difficulties or delays. Service shall be deemed unavailable if a Fault of Severity Level 2 is reported or identified, whatever is earlier.
• “Severity Level 3” means the severity level of a Fault which does not cause major impact on the use of Service, but only minor delays. A Fault of Severity Level 3 shall not be deemed to have rendered the Service unavailable.

Authorisation and License to use the Services

• Customer will not nor will Customer allow any third party to (i) copy, modify, adapt, translate or otherwise create derivative works of the Services; (ii) reverse engineer, de-compile, disassemble or otherwise attempt to discover the source code of the Services; (iii) knowingly use, post, transmit or introduce any device, software or routine which interferes or attempts to interfere with the operation of the Services; (iv) use the trademarks, trade names, service marks, logos, domain names and other distinctive brand features or any copyright or other proprietary rights associated with the Services for any purpose without the express written consent of CloudHost; or (v) remove, obscure, or alter any notice or label of copyright, trademark, or other proprietary right appearing in or on any item included with the Services; provided however, this limitation does not prohibit Customer from adding its own URL, logo or entity name.
• Hardware/Software. If the Service includes access to or the use of hardware or software provided by CloudHost or its licensors ("CloudHost Assets”), Customer: (a) will not assert any ownership interest whatsoever in the CloudHost Assets; (b) will keep the CloudHost Assets free and clear from all liens, claims and encumbrances; (c) shall use all CloudHost Assets in accordance with the Agreement; and (d) comply with any applicable third party licensing terms or conditions and use of any such CloudHost Assets shall be deemed Customer’s acceptance of such terms. Unless Managed Operating System or Managed Application services are purchased, Customer is responsible for selecting, installing and maintaining any software used in connection with the Service including any related applications, systems, or software.

Service Acceptance / Commencement Date.

If no Fault of Severity Level 1 is reported by Customer to CloudHost within two Business Days from the SOF Date or Actual Delivery date, the Service shall be deemed to have been accepted for the purpose of commencement of billing.

Security

• Customer will ensure that all Content stored or transmitted via the Service complies with all applicable laws and reasonable information security practices, including without limitation those relating to the encryption of data. Customer is solely responsible for properly configuring and using the Cloud Service and taking its own steps to maintain appropriate security, protection and backup of Cloud Content and to protect Cloud Content from unauthorized access and routine archiving of Cloud Content. Given that Customer can self-provision and self-configure the Services and the Customer environment in ways that may reduce their security, Customer acknowledges that it and not CloudHost will be responsible for whether the Services and Customer environment are configured in a secure manner. In addition, Customer is solely responsible for compliance related to the manner in which the Cloud Service is used or accessed by Customer or its End Users.
• CloudHost has adopted and implemented, and shall maintain, a corporate information security program designed to comply with applicable laws and protect Content from loss, misuse and unauthorized access or disclosure. Such program includes annual employee security awareness training and formal information security policies and/or procedures. The CloudHost information security program is subject to reasonable changes by CloudHost from time to time.
• Notwithstanding all of the foregoing, Customer acknowledges that, in spite of commercially reasonable and industry-standard data security measures, CloudHost is unable to guarantee absolute data security and that CloudHost has no liability to Customer for any unauthorized access or use, corruption, deletion, destruction or loss of any of Content except to the extent of CloudHost’s gross negligence or willful misconduct.

Service Outage Reporting.

Customer must inform CloudHost’s Customer Support in writing, by email or by call each time it notices any Service Outage within Five (5) business days of the time it first notices or first believes that there has been an Outage. CloudHost will provide 24x7x365 access to its Online support portal (https://support.cloudhostintl.com) for customer to report any service outage / performance issues. CloudHost Customer Support must be provided with a 24*7*365 emergency number to reach a support person and their backup in the event of customer equipment failure or a data centre outage. Escalation matrix is also required from the Customer.

Request for Service Outage Credit.

Customer must provide CloudHost with a written request for a credit due hereunder within thirty (30) days of the applicable event giving rise to the credit. Failure to do so will void Company's eligibility for any credit for such event(s). This notice must include sufficient information including, without limitation, the Trouble Ticket number and the customer request and the date and time such request was made to CloudHost Datacentre, to allow the claim to be investigated. There shall be no Third Party beneficiaries of the Service Level Agreements unless the same is agreed upon by the parties in writing.

Data Centre- Managed Services Service Availability Parameters.

For the purpose of uniformity, the Service Availability for each CLOUDHOST Service will be calculated as under. The Availability Guarantee for each component is covered in respective service schedule(s).

CLOUDHOST Service will be considered unavailable if the Fault reported to the CloudHost’s Support Center by Customer or identified by CloudHost itself is of Severity Level 1 or Severity Level 2 (“Service Outage”). CloudHost will calculate, on a monthly basis, the time of Service Outage experienced by each CLOUDHOST Service Component. A month shall be deemed to begin at 12:00 AM Greenwich Mean Time (GMT) on the first day of a calendar month and end 12:00 GMT on the first day of the next calendar month (“Month”). At the end of a month, CloudHost shall calculate the total amount of time the CLOUDHOST Service was unavailable measured from the time when a Fault of Severity Level 1 or 2 was reported to the CloudHost’s Customer Support or is identified by the CloudHost, whichever first occurs, until the time the Fault is repaired and the Service restored (the “CLOUDHOST Service Outage Time”). Such CLOUDHOST Service Outage Time shall be used to determine any Service Outage credit that the Customer shall be entitled to (“CLOUDHOST Service Outage Credit”). The CLOUDHOST Service Outage Credit will be a percentage of the Monthly Recurring Charge (“MRC”) for the CLOUDHOST Service as set forth in respective service schedules and will apply only to the CLOUDHOST Service(s) for which such credit was derived (“Affected CLOUDHOST Service(s)”), and the CLOUDHOST Service Outage Credit will be calculated individually for each Affected CLOUDHOST Service.

SLA Adherence Matrix and applicable Outage Duration:

SLA Adherence (%)	Service Outage Duration (in Hours) in a Month Rounded off to nearest hour
< 99.99%	0.072 (4.32 minutes) – 0.72 hours (43.2 minutes)
< 99.95%	0.36 (.5) hour – .72 (1) hour
< 99.9%	0.72 (1) hour – 3.6 (4) hours
< 99.5%	3.6 (4) – 7.2 (8) hours
< 99.0%	7.2 (8) – 14.4 (15) hours
< 98.0%	14.4 (15) – 21.6 (22) hours
< 97.0%	21.6 (22) – 24 hours

Exclusions.

Customer will not be entitled to receive any credits pursuant to the Delivery Guarantee or Service Availability Guarantee, for administrative setup delays or Service Outage experienced, which are associated with (in whole or in part):

• Interruption due to emergency & scheduled maintenance, alteration, or implementation;
• Negligence or other conduct of Customer or its agent/client including a failure or malfunction resulting from applications;
• A shut down due to circumstances reasonably believed by CloudHost to be a significant threat to the normal operation of the Services, the CloudHost facility, or access to or integrity of Customer IT infrastructure or its data (e.g., hacker, virus attack or cyber-attack or ransomware attack etc);
• Failure or malfunction of any equipment or services not provided by CloudHost;
• Failure of Customer to purchase minimum redundant systems necessary to support this warranty
• Failure of access to Customer’s network and the Internet, unless such failure is caused solely by CloudHost;
• Any act or omission of Customer or any of its agents, contractors or vendors, including without limitation, custom scripting or coding (for example, CGI, Perl, HTML, ASP) or Customer's failure to follow agreed-upon procedures or to provide the requisite Client Hardware or Software in respect of the Services;
• Force Majeure Events (Section 13.10), including without limitation, outages on the Internet;
• DNS issues beyond the reasonable direct control of CloudHost; or
• Service Level Agreements do not apply in the event of disconnection and subsequent reconnection of the services due to non-payment of any charges payable to CloudHost.
• Any unavailability or other degradation of the Service which is associated with or caused by Scheduled Maintenance events on the CloudHost Facilities (which are not otherwise due to the fault or negligence of CloudHost);

Service Outage Credits.

• Customer must provide CloudHost with a written request for a credit due hereunder as defined in Service Outage Reporting (Section 4).
• If Customer is entitled to receive credits on more than one guarantee as set forth herein due to the same service- affecting incident, Customer will only receive the credit that it would otherwise be entitled to receive under a single guaranteed criterion for service which has least guarantee.
• In no event shall the total amount of Service Outage credits issued to Customer per month exceed fifty percent (50%) of the MRC invoiced to Customer for the affected Service for that month.
• Credits are calculated after deduction of all discounts and other special pricing arrangements, and may not be applied to governmental fees, software licenses, taxes, surcharges, local access charges or any other charges other than monthly recurring service (MRC) charges.
• Credits will generally be reflected on the subsequent invoice following the billing month in which the Service Outage occurs. The credits provided in this Service Level Agreement are Customer's sole and exclusive remedies for all matters related to the guaranteed criteria.
• Any credits accrued but remaining unused after termination of the applicable Service may only be applied to charges accruing to the affected Service or new purchases of CloudHost Services. All unused credits will expire the later of twelve months after their accrual or upon the expiration or termination of the last Order Form with CloudHost. Termination of a Service Order Form, the General Terms and Conditions due to Customer's non- payment or other breach will immediately void all accrued, but unused credits.

Customer Obligations.

The Customer represents warrants and agrees that it will not use, nor authorize, assist or permit any User or third party to use, the Service:

• In violation of any applicable laws or with all policies and instructions communicated by CloudHost.
• For any unlawful, fraudulent or immoral purpose, including, without limitation, the transmission of any Content in violation of applicable laws
• To tamper with, alter or change the Service or the CloudHost’s Facilities, or otherwise abuse the Service in any manner that interferes with CloudHost’s Facilities or the use of Service by any other person.
• Internet usage as per UAE Government Norms, Laws and Policies

Rights to Suspend. If CloudHost reasonably believes that there is, or is likely to be, a breach of any of the Customer’s obligations hereunder, CloudHost may, in its sole discretion, immediately restrict or suspend all or a portion of the Service or prevent the display or transmission of Content, without any liability to the CloudHost, and then notify the Customer of such action and the reason for it. CloudHost will attempt to provide such notification to the Customer prior to taking such action if, in CloudHost’ s judgment, it can do so without interfering with its ability to prevent the breach from occurring or continuing.

Proprietary Rights

The Services, including all intellectual property rights in the Services, are and shall remain, the property of CloudHost. All rights in and to the Services not expressly granted to Customer in this Agreement are hereby expressly reserved and retained by CloudHost and its licensors without restriction. CloudHost grants Customer a limited, revocable, non- exclusive, non-sublicenseable, non-transferable and limited right to access and use the Cloud Services solely in accordance with the Agreement and any software (including related documentation) that may be provided by CloudHost or its third party licensors is neither sold nor distributed to Customer and may be used solely as part of the Cloud Services.

As between CloudHost and Customer, Customer exclusively owns all right, title and interest in and to Data. CloudHost will not disclose, modify, or access Data, except (i) if Customer expressly authorizes CloudHost to do so in connection with Customer's use of the Services, including requests for support; or (ii) as necessary to provide the Services to Customer or to prevent or address service or technical problems, or to comply with the Agreement or the request of a governmental or regulatory body, subpoenas or court orders.

Exclusions. Confidential Information does not include the following categories of information: (a) information that at the time of disclosure to Recipient was in the public domain (other than as a result of any breach of this Agreement); (b) information that was lawfully known by Recipient prior to receipt from Discloser (as proven by Recipient's written records); (c) information that, after disclosure to Recipient, becomes known to the general public through no breach of this Agreement by Recipient; (d) information developed independently by Recipient without use of or reference to Confidential Information; or (e) information that is disclosed to Recipient by a third party who did not acquire or disclose such information by a wrongful act.

In the event Customer elects, in connection with any of the Services, to communicate to CloudHost suggestions for improvements to the Services ("Feedback"), CloudHost shall own all right, title, and interest in and to the same, even if Customer has designated the Feedback as confidential, and CloudHost shall be entitled to use the Feedback without restriction. Customer hereby irrevocably assigns all right, title, and interest in and to the Feedback to CloudHost and agrees to provide CloudHost such assistance as it may require to document, perfect and maintain CloudHost's rights to the Feedback.

If Customer elects to use Customer provided and/or licensed software in connection with the Cloud Services or make such software available to other users of Cloud Services, Customer is solely responsible for (i) selecting, licensing, installing and maintaining any such software, including any related applications and systems; and (ii) ensuring adherence to current technical documentation, all applicable licensing terms, requirements and/or restrictions and all applicable laws with respect to such software.

Non Disclosure Agreement (NDA)

Confidentiality. "Confidential Information" shall mean and encompass information, know-how and data, of a technical, commercial, financial or any other nature, disclosed to either Party by or on behalf of the other Party prior to or during the term of this agreement. Customer and CLOUDHOST each agree to retain in confidence all information disclosed by a party to the other party pursuant to this Agreement which is either designated as proprietary and/or confidential, or by the nature of the circumstances surrounding disclosure, should reasonably be understood to be confidential (the “Confidential Information”).

• It shall cover all messages, documents and files or other communication in writing and marked "confidential" by the disclosing Party; (or)
• Drawings, models, prototypes, photographs, software programs or in any machine readable form, which information is stated by the disclosing Party to be confidential; (or)
• Orally, and identified in writing as confidential to the disclosing Party within 15 (fifteen) days from disclosure;.

Each party agrees to:

• preserve and protect the confidentiality of the other party’s Confidential Information;
• refrain from using the other party’s Confidential Information except as contemplated herein; and
• not disclose such Confidential Information to any third party except to employees as is reasonably required in connection with the exercise of its rights and performance of its obligations under this Agreement (and only subject to binding use and disclosure restrictions which are at least as protective as those set forth herein and which are agreed to in writing by such employees).

CloudHost further agrees that it will not change or copy, read or distribute Customer’s data, except as required to perform the Services. CloudHost hereby agrees that it has implemented industry standard procedures to: (1) ensure the security and confidentiality of Customer’s Confidential Information; (2) protect against any anticipated threats or hazards to the security or integrity of such information; and (3) protect against unauthorized access to or use of such information. The parties agree to comply with the applicable laws and shall negotiate in good faith, if necessary, to execute any other documents that may be required to comply with any applicable laws.

Notwithstanding the foregoing, either party may disclose Confidential Information which is:

• already publicly known
• independently developed by the receiving party without reference to the Confidential Information of the disclosing party;
• Otherwise known to the receiving party through no wrongful conduct of the receiving party, or required to be disclosed by law or court order.

Neither party shall disclose any of the terms of this Agreement to any third party without the prior written consent of the other party; provided, however, that either party may disclose the existence of this Agreement to any third party and either party may disclose the terms of this Agreement:

• to legal counsel of the parties;
• in confidence, to accountants, banks, and financing sources and their advisors solely for the purposes of a party’s securing financing;
• in connection with the enforcement of this Agreement or rights under this Agreement; or
• in confidence, in connection with an actual or proposed merger, acquisition, or similar transaction solely for use in the due diligence investigation in connection with such transaction.
• In the event that one of the Parties, or anyone to whom Confidential Information is disclosed pursuant to this agreement becomes legally compelled to disclose any of the confidential Information, such party (the "Compelled Party") shall provide the other party with prompt notice so that such other party may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Article. In the event that such protective order or other remedy is not obtained or in the event that the other Party waives compliance with the provisions of this Article, the compelled Party will furnish only that portion of the Confidential Information which the Compelled Party is legally required to disclose and will seek to obtain reliable assurance that confidential treatment will be accorded to the Confidential Information.

TERM & TERMINATION

The term of this Agreement shall commence on the mutually signed Service Order Form or Service Start Date and shall renew automatically for successive one (1) year periods unless either party gives the other written notice of intent to terminate and not renew at least ninety (90) days prior to the end of the initial term or any renewal term.

This agreement may be terminated by either party in the event that such party has the right to terminate the customer Agreement.

Upon termination of this agreement, Customer shall relinquish use of the Internet protocol addresses or address blocks assigned to it by CLOUDHOST in connection with the Services.

Unless and otherwise specified in the Customer Agreement, if after the termination or expiration of the Agreement, the Customer fails to remove all equipment and/or other properties belonging to them from the CloudHost Data Centre premises within 15 days of such termination or expiration, the Customer;

• agrees that CloudHost Datacentre may dispose off such property as it deems appropriate and
• releases CloudHost Datacentre from any and all liability arising out of such disposal

TERMINATION TRASITION ASSISTANCE:

Upon any notice of termination of this Agreement, to the extent technically feasible, CloudHost shall assist Customer in the migration of the data of Customers that are located on CloudHost’s servers/storage, in a comma separated values file or other format reasonably requested by Customer. If termination of this Agreement is due to CloudHost’s breach, CloudHost shall migrate Customer’s data to a setup as reasonably requested by Customer, at no cost to Customer.

WARRANTY LIMITATIONS

Disclaimer of Actions Caused by and/or Under the Control of Third Parties Except for warranties and representations made herein, CloudHost MAKES NO REPRESENTATIONS AND DISCLAIMS ALL WARRANTIES AND LIABILITY REGARDING THE DATA, PRODUCTS, OR SERVICES OF ANY THIRD PARTY, INCLUDING THE PROVIDERS OF ELECTRICAL OR TELECOMMUNICATIONS PRODUCTS OR SERVICES. CUSTOMER ACKNOWLEDGES THAT AN INTERRUPTION IN THE HOSTING SERVICES DUE TO CIRCUMSTANCES BEYOND THE CONTROL OF CloudHost, SUCH AS A FAILURE OF TELECOMMUNICATIONS SYSTEMS, SHALL NOT BE CONSIDERED A SERVICE OUTAGE FOR PURPOSES OF ANY WARRANTY PROVIDED IN THIS CLOUDHOST.

Sole Remedies to Service outage: SOLE REMEDY IN THE EVENT OF ANY SERVICE OUTAGE, INTERRUPTION OF SERVICES DUE TO OUTAGES, OR OTHER BREACH OF WARRANTY SHALL BE THE OUTAGE CREDIT PROVIDED IN THIS CLOUDHOST. CloudHost AND ITS CLOUDHOSTS DISCLAIM ANY AND ALL OTHER LIABILITIES OR REMEDIES FOR SUCH OUTAGES, INTERRUPTIONS, OR BREACH OF WARRANTY. CUSTOMER ACKNOWLEDGES AND AGREES THAT THE LIABILITY OF CloudHost AND ITS CLOUDHOSTS ARISING FROM ANY SUCH OUTAGE, INTERRUPTION, OR BREACH OF WARRANTY SHALL BE EXPRESSLY LIMITED AS SET FORTH IN THIS CLOUDHOST.

MISCELLANEOUS PROVISIONS

NOTICES

Any notice or other communication required or permitted hereunder shall be sufficiently given if manually delivered or sent by registered or certified airmail or fax or E-mail, and, in the case of airmail, prepaid and directed to the other party at its mailing address first set forth above. Any party may, by giving notice as provided sent by registered or certified airmail shall be deemed to have been given ten (10) days after the date on which it is proved to have been so mailed. Any such notice or communication sent by fax or e-mail shall be deemed to have been given one (1) day after the date on which it is sent and receipt has been confirmed.

GOVERNING LAW

This Agreement and the obligations of the parties hereto shall be interpreted, construed and enforced in accordance with the internal laws of UAE, without giving effect to the conflict of laws / principles thereof. The Courts at Dubai shall have exclusive jurisdiction over all matters connected with this agreement.

WAIVER

No express or implied consent to or waiver of any breach or default by any party hereto in the performance by the other parties of its obligations under this Agreement shall be deemed or construed to be a consent to or waiver of any other breach or default in the performance by such party of the same or any other obligations of such party under this Agreement. Failure on the part of any party to complain of any act or failure to act or to declare the other party as defaulting, irrespective of how long such failure continues, shall not constitute a waiver against such failing party of the rights of the other party under this Agreement.

SEVERABILITY

If any provision of this Agreement or the application thereof to any person or circumstance shall be invalid or unenforceable to any extent, the remainder of this Agreement and the application of such provisions to any other person or circumstance shall not be affected thereby and shall be enforced to the greatest extent permitted by law.

ENTIRE AGREEMENT – AMENDMENT

This agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof. Except as specifically provided herein, neither this agreement nor any provision hereof can be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by all of the parties

TERMINOLOGY

All personal pronouns used in this Agreement, whether used in the masculine, feminine or neuter gender, shall include all other genders; the singular shall include the plural; and the plural shall include the singular. Titles of articles, sections, subsections and paragraphs in this Agreement are for convenience only, and neither limit nor amplify the provisions of this Agreement

COUNTERPARTS

This Agreement can be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall comprise but a single instrument

ASSIGNMENT

This Agreement cannot be assigned by any party hereto without the express written consent of the other two parties

LEGAL FEES

In any legal action brought in connection with this agreement for the operations of the Customer, the prevailing party shall be entitled to recover its legal fees from the non-prevailing parties

FORCE MAJEURE

If the performance of any obligation of any of the parties is prevented or restricted or interfered with by reason of fire, explosion, strike, labor dispute, casualty, riots, sabotage, accident, lack or failure of transportation facilities, flood, war, civil commotion, terror attack, lightning, acts of God, any law, order or decree of any government or subdivision thereof or any other cause similar to those above enumerated, beyond the reasonable control of the party, the party so affected shall, upon the giving of prompt notice to the other parties, be excused from performance hereunder to the extent and for the duration of such prevention, restriction or interference.

INTERPRETATION

No provision of this Agreement shall be construed against or interpreted to the disadvantage of any party by any court or other governmental or judicial authority by reason of such party having or being deemed to have structured or drafted such provision

ARBITRATION:

Any dispute and/or difference that may arise between the Parties hereto in regard to this Agreement and/or the arrangement there under, the carrying out of its terms and conditions and/or the interpretation thereof in any way whatsoever shall be referred to the conciliation of any authorized representative of the Parties and a solution shall be sought within 15 days of such referral. In the event of any resolution not being found despite conciliatory efforts, the dispute and/or difference shall be referred to a sole Arbitrator to be mutually appointed by the Parties. In the event of differences on appointment of a sole arbitrator, the Parties agree to appoint three arbitrators, one to be appointed by Customer and another to be appointed by CLOUDHOST. The two arbitrators shall appoint the third arbitrator who shall act as the governing arbitrator. The Arbitration proceedings shall be governed by the UAE Law for Arbitration and Conciliation and its statutory modification in force for the time being. Language of arbitration shall be English. Place of Arbitration shall be Dubai UAE.